ex10_2.htm


    
      

    

    Exhibit
10.2

    


    {EXECUTION
VERSION}

    


    ASSIGNMENT AND ASSUMPTION
AGREEMENT

    


    This
Assignment and Assumption Agreement (this “Assignment Agreement”) is made and
entered into this 18th day
of December, 2009, by and among Spiridon Karamalegos, an
individual (the “Assignor”), and RCI Entertainment (3105 I-35),
Inc., a Texas corporation (the “Assignee”), with the consent of Evangelos Polycrates, an
individual (“Polycrates”).

    


    WITNESSETH:

    


    WHEREAS, Polycrates, the
Assignor, JOY, and NIII entered into a Purchase Agreement effective as of
December 18, 2009 (the “Polycrates Purchase Agreement”); and

    


    WHEREAS, Assignor desires to
assign the Polycrates Purchase Agreement, subject to the limitations contained
therein to the Assignee; and

    


    WHEREAS, Assignee desires to
be assigned the Polycrates Purchase Agreement, subject to the limitations
contained therein.

    


    NOW THEREFORE, in
consideration of the mutual terms and conditions herein contained, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:

    


    1.        
    Assignment and
Assumption.   The Assignor hereby assigns to the Assignee
Assignor’s rights and interest in, to and under the Polycrates Purchase
Agreement as set forth therein and limited thereby and Assignee hereby accepts
such assignment and assumes such rights and interest of Assignor under the
Polycrates Purchase Agreement as set forth therein and as limited
thereby.  Polycrates, as seller under the Polycrates Purchase
Agreement, hereby approves and consents to this Assignment.

    


    2.     
       Assignor’s Representations and
Warranties.

    


    a.           Assignor
has duly executed and delivered this Assignment Agreement, and this Assignment
Agreement constitutes the legal, valid, binding and enforceable obligation of
Assignor in accordance with its terms, enforceable against the Assignor in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, and other similar laws of general application relating to or
affecting creditors’ rights and to general equitable principles.

    


    b.           No
approval or consent of any person is required in connection with the execution
and delivery by the Assignor of this Assignment Agreement and the consummation
and performance by the Assignor of the transactions contemplated by this
Assignment Agreement.

    


    c.           The
execution, delivery and performance of this Assignment Agreement and the other
documents executed in connection herewith and the consummation of the
transactions contemplated by this Assignment Agreement will not violate or
conflict with, or result in any breach or violation of any instrument, contract
or agreement to which the Assignor is bound or subject, or to the best knowledge
of Assignor, any statute or any other regulation, order, judgment, injunction,
demand or decree of any court, arbitrator or governmental or regulatory
body.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    d.           There
are no other assignments of the Polycrates Purchase Agreement.

    


    3.        
    Assignee’s Representations and
Warranties.

    


    a.           Assignee
has duly executed and delivered this Assignment Agreement, and this Assignment
Agreement constitutes the legal, valid, binding and enforceable obligation of
Assignee in accordance with its terms, enforceable against the Assignee in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, and other similar laws of general application relating to or
affecting creditors’ rights and to general equitable principles.

    


    b.           No
approval or consent of any person is required in connection with the execution
and delivery by the Assignee of this Assignment Agreement and the consummation
and performance by the Assignee of the transactions contemplated by this
Assignment Agreement.

    


    c.           The
execution, delivery and performance of this Assignment Agreement and the other
documents executed in connection herewith and the consummation of the
transactions contemplated by this Assignment Agreement will not violate or
conflict with, or result in any breach or violation of any instrument, contract
or agreement to which the Assignee is bound or subject, or to the best knowledge
of Assignee, any statute or any other regulation, order, judgment, injunction,
demand or decree of any court, arbitrator or governmental or regulatory
body.

    


    4.         
   Polycrates’
Representations and Warranties.

    


    a.           Polycrates
has duly executed and delivered this Assignment Agreement, and this Assignment
Agreement constitutes the legal, valid, binding and enforceable obligation of
Polycrates in accordance with its terms, enforceable against Polycrates in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, and other similar laws of general application relating to or
affecting creditors’ rights and to general equitable principles.

    


    b.           No
approval or consent of any person is required in connection with the execution
and delivery by the Polycrates of this Assignment Agreement and the consummation
and performance by the Polycrates of the transactions contemplated by this
Assignment Agreement.

    


    c.           The
execution, delivery and performance of this Assignment Agreement and the other
documents executed in connection herewith and the consummation of the
transactions contemplated by this Assignment Agreement will not violate or
conflict with, or result in any breach or violation of any instrument, contract
or agreement to which the Polycrates is bound or subject, or to the best
knowledge of Polycrates, any statute or any other regulation, order, judgment,
injunction, demand or decree of any court, arbitrator or governmental or
regulatory body.

    


    Assignment
and Assumption Agreement - Page 2


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Assignment Agreement as of the date first above
written.

    


    
      	
              ASSIGNOR:

            	
              SPIRIDON
      KARAMALEGOS

            
	 
      	 
      	 
      
	 
      	
              By:

            	
               

            
	 
      	 
      	
              Spiridon
      Karamalegos, Individually

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ASSIGNEE:

            	
              RCI
      ENTERTAINMENT (3105 I-35), INC.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Eric
      Langan, President

            
	 
      	 
      	 
      
	
              WITH
      CONSENT BY:

            	 
      	 
      
	 
      	 
      	 
      
	
              SELLER:

            	
              EVANGELOS
      POLYCRATES

            
	 
      	 
      	 
      
	 
      	
              By:

            	
               

            
	 
      	 
      	
              Evangelos
      Polycrates, Individually

            


    

    


    Assignment
and Assumption Agreement - Page 3